Fare Guarantee Sample Clauses

Fare Guarantee. A Beginning August 1, 1998, WORLDSPAN guarantees that the prices available to Expedia for any itinerary for a scheduled airline flight or flights will be correctly calculated according to applicable fare rules. In the event that any carrier issues to Microsoft or its authorized representative a debit memo or other charge for any fare that is not correct, WORLDSPAN shall promptly either pay the amount of such memo or charge directly to the carrier, or reimburse Microsoft.
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Fare Guarantee. A. Beginning August 1, 1998, WORLDSPAN guarantees that the prices available to Expedia for any itinerary for a scheduled airline flight or flights will be correctly calculated according to applicable fare rules. In the event that any carrier issues to Microsoft or its authorized representative a debit memo or other charge for any fare that is not correct, WORLDSPAN shall promptly either pay the amount of such memo or charge directly to the carrier, or reimburse Microsoft. B. This guarantee by WORLDSPAN shall be subject to the following terms: 1. The price must be based upon published fares in the WORLDSPAN System. 2. The guarantee applies only to reservations made on the scheduled flights of WORLDSPAN Participating Carriers and through one of the predetermined SIDs, for Microsoft Expedia in Great Britain, Germany, France and Australia. Other countries may be added upon the mutual written consent of both parties. 3. The price must be autopriced by Power Shopper or other standard WORLDSPAN System facility such as, but not limited to, entries 4P or 4PLFB. The guarantee does not apply to other pricing methods such as agent assist price or rate desk price, unless the fare has been approved before booking by a WORLDSPAN representative. C. Any fare quoted by the WORLDSPAN System will remain valid for ticketing until midnight the day following the day the reservation is made. For purposes of determining when a reservation is made, the time zone of the SID for a particular country shall apply rather than the time zone for the Point of Sale. WORLDSPAN will establish SID location per Microsoft direction. D. If Microsoft receives a debit memo or otherwise is advised that a price subject to this guarantee is not correct, Microsoft shall promptly forward such memo or item to WORLDSPAN. WORLDSPAN shall promptly investigate and, where the price is guaranteed according to this Agreement, pay the airline the amount of the charge or, reimburse Microsoft. WORLDSPAN will use commercially reasonable efforts to provide Microsoft a written report by the fifteenth day of each calendar month with respect to the handling of charges referred by Microsoft during the previous month. E. WORLDSPAN may terminate this Section 32 in its sole discretion without penalty or reimbursement with ninety (90) days written notice to Microsoft. All other terms not expressly amended herein shall remain in full force and effect as set forth in the Agreement. MICROSOFT CORPORATION WORLDSPAN, L.P. /s/ ▇▇...
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Fare Guarantee. A new Section 32 shall be added to the Agreement to provide as follows:
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Fare Guarantee. A new Section 32 shall be added to the Agreement to provide as follows: [**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
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Related to Fare Guarantee

  • Signature Guarantee Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

  • Note Guarantee (a) Subject to this Article 5, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • Agreement to Guarantee The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.